The Investment. The Investor shall tender, by bank check, cashiers check or wire transfer, the Investment, in one or more installments, to PAZOO for the acquisition of up to 5,000,000 shares (i.e at a rate of $0.10 per share) of Series A Convertible Preferred Stock of PAZOO on the terms and conditions as set forth in the Certificate of Designations, as amended, of Series A Convertible Preferred Stock (the “Certificate”). The Investor shall have until June 30, 2014 to make up to the maximum investment. Thereafter, no further funds will be accepted by PAZOO and a new Investment Agreement will need to be entered into The use of the Investment shall be restricted so as to be utilized only for the betterment of PAZOO and for the furtherance of the business and the financial improvement of PAZOO. PAZOO warrants and represents that upon each Investment made by ICPI, PAZOO will cause to have issued the appropriate number of shares of the Series A Convertible Preferred Stock of PAZOO in accordance with the Certificate.
The Investment. In consideration for settling the Litigation, the Company is also issuing to an affiliate of Ormco, Danaher Corporation (the “Investor”), 7,586,489 shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) (such amount, the “Securities”) on the terms and conditions set forth in the Stock Purchase Agreement attached hereto as Exhibit A (the “Stock Purchase Agreement”); provided, however, that the Company shall (upon the Investor’s election) pay the Investor the Make Whole HSR Cash Payment (as defined in the Stock Purchase Agreement) in lieu of issuing 2,025,000 Securities (the “Second Closing Securities”) in the event that the Second Closing Securities are not issued to the Investor due to the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended (the “HSR Act”), failing to terminate or expire by September 30, 2009 (the “HSR Clearance Condition” and such date as it may be extended by the Purchaser through February 28, 2010 until the Second Closing Securities are issued , the “HSR Outside Date”).
The Investment. Subject to the terms and conditions hereof, the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Purchased Shares against payment by the Purchaser of an aggregate amount of US$18,000,000 (hereinafter the “Investment Amount”).
The Investment. The Company intends to sell to the Investor, and the Investor intends to purchase from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the first closing are __________ shares of common stock, par value $1.00 per share, of the Company (the “Common Stock” or “Common Shares”). The securities to be purchased at the second closing, subject to adjustment as of the date of the second closing in accordance with the terms hereof, are _________ shares of Series B Mandatorily Convertible Non-Voting Cumulative Preferred Stock, par value $1.00 per share, of the Company, having the terms set forth on Exhibit A (the “Series B Preferred Stock” or “Series B Preferred Shares”)
The Investment. At the Closing (as hereinafter defined), Investor shall make a direct investment in IBI in the form of transfer to IBI of the TOE Shares. In consideration for the investment in IBI of the TOE Shares by Investor, IBI shall issue the IBI Shares to Investor. The investment transaction described herein shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law.
The Investment. At the Closing, upon the terms and subject to the conditions hereof, Parent shall purchase from the Company, and the Company shall sell and issue to Parent, that number of shares of Company Common Stock (the “Acquired Shares”) determined in the manner set forth in Section 1.1(b). Parent, in consideration for the Acquired Shares, will invest, or cause to be invested, $17,000,000.00 in the Company (the “Investment Amount”), in the following manner and subject to the terms and conditions set forth in this Agreement:TABLE OF CONTENTS
The Investment. Immediately prior to the Purchase, Merger Sub will sell to the Investors 18,222,291 shares of Merger Sub Common Stock for a purchase price of $1.00 per share, in the amounts and for the consideration as more specifically set forth opposite each group of Investors listed on Section 2.01 or elsewhere on such Schedule. The purchase and sale of such capital stock shall be made pursuant to, and on the terms and conditions set forth in, a Stock Subscription Agreement, in a form to be agreed among Merger Sub, the Investors and the Company prior to the Investment (the "Stock Subscription Agreement"). In addition, each of Behrman Capital, L.P. and DLJSC have entered into a financial advisory agreement with the Company, forms of which are attached hereto as Exhibits A and B, which agreements shall become effective as of the Closing.
The Investment. Investor, subject to the terms and conditions set forth in the Series A Agreement, agrees to invest up to $250,000 to purchase 625,000 Series A Convertible Preferred Shares at a purchase price of $0.40 per Share (the “Original Purchase Price”). Such Investment shall be made as follows: